UNPUBLISHED

UNITED STATES COURT OF APPEALS

FOR THE FOURTH CIRCUIT

No. 13-2335

BV RETAIL, LLC,

 Plaintiff – Appellee,

v.

JAMES M. DONNELLY; STACY D. TAKATS

 Defendants - Appellants.

Appeal from the United States District Court for the Western 

District of North Carolina, at Charlotte. David Shepardson 

Cayer, Magistrate Judge. (3:12-cv-00348-DSC)

Submitted: August 28, 2014 Decided: September 12, 2014

Before KING and THACKER, Circuit Judges, and HAMILTON, Senior 

Circuit Judge.

Affirmed by unpublished per curiam opinion.

Fred M. Wood, Jr., C. Bailey King, Jr., Timothy P. Lendino, 

SMITH MOORE LEATHERWOOD LLP, Charlotte, North Carolina, for 

Appellant. William R. Terpening, Matthew S. DeAntonio, 

Jonathan E. Schulz, NEXSEN PRUET, PLLC, Charlotte, North 

Carolina, for Appellee.

Unpublished opinions are not binding precedent in this circuit.
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PER CURIAM:

A jury returned a verdict of $126,908.27 against James 

M. Donnelly and Stacy D. Takats (the Donnellys). The jury 

determined that a Termination of Lease (Termination Agreement) 

did not extinguish the Donnellys’ obligations as guarantors of 

a lease between BV Retail, LLC (BV Retail) and Emerson Joseph, 

LLC (Emerson Joseph). The Donnellys now appeal, arguing that 

the district court erred when it denied their post-verdict 

judgment as a matter of law.*

 We affirm.

The Donnellys were owners of Emerson Joseph, which 

leased space in a shopping center owned by BV Retail. As part 

of the transaction, the Donnellys signed a Guaranty of Lease 

(Guaranty), in which they personally guaranteed payment of 

Emerson Joseph’s rent. Emerson Joseph encountered financial 

difficulties and fell behind on its rent. Subsequently, Emerson 

Joseph and BV Retail executed the Termination Agreement. 

BV Retail sued to enforce the Guaranty, claiming that 

the Donnellys were liable as guarantors for rent and other fees. 

The Donnellys moved for summary judgment, asserting that the 

Termination Agreement plainly extinguished their obligations 

under the Guaranty. The district court ruled that a genuine 

 * Although BV Retail disputes that such a post-verdict 

motion was made, the district court docket sheet reflects that 

it was. We accordingly will review the denial of the motion. 
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issue of material fact existed on this issue. Accordingly, the 

court denied the Donnellys’ motion for summary judgment. 

Following trial, the jury determined that the 

Termination Agreement did not extinguish the Donnellys’ 

obligations. The verdict of $126,908.27 represented primarily 

the amount of unpaid rent accrued prior to execution of the 

Termination Agreement. Following the verdict, the Donnellys 

moved for judgment as a matter of law, again asserting that the 

Termination Agreement clearly and unambiguously ended their 

obligations under the Guaranty. The district court denied the 

motion.

On appeal, the Donnellys claim that the district court 

erred when it denied their motion. “We review de novo the legal 

conclusions upon which the district court’s denial . . . [was]

premised.” Belk, Inc. v. Meyer Corp. U.S., 679 F.3d 146, 164 

(4th Cir. 2012). 

Application of basic contract principles compels our 

conclusion that the district court’s ruling was correct. The 

Termination Agreement provided, “As of October 28, 2011 . . . , 

the Lease shall be terminated and the Leased Premises shall be 

surrendered to Landlord by Tenant. Accordingly, neither 

Landlord nor Tenant shall have any further duties, obligations, 

or liabilities under the Lease from and after the Termination 

Date.” Further, various provisions of the Guaranty provide that 
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the Donnellys’ liability as guarantors would survive an event 

such as a lease termination. For instance, the Guaranty states 

that it “is a continuing Guaranty, and the liability of the 

Guarantor . . . shall in no way be affected, modified or 

diminished by reason of . . . any dealings, transactions, 

matters or things occurring between the Landlord and Tenant.” 

The Guaranty additionally states that its “validity . . . and 

the obligations of the Guarantor . . . shall not in any way be 

terminated . . . by reason of the termination of the Lease so 

long as the Tenant continues to be liable.” 

The above passages, construed together, strongly 

suggest that Emerson Joseph was released from its obligation 

under the Lease for rent accrued after October 28, 2011, but 

that Emerson Joseph—and the Donnellys as guarantors—remained 

liable for past-due rent. The district court did not err in 

concluding that the Termination Agreement did not, as a matter 

of law, extinguish the Donnellys’ obligations under the 

Guaranty.

 We accordingly affirm. We dispense with oral 

argument because the facts and legal contentions are adequately 

presented in the material before the court and argument would 

not aid the decisional process.

AFFIRMED